MR. BIRMINGHAM:
Yes. Rich Birmingham and Dave Jurca as counsel for the plaintiffs.

MR. PATTERSON:
And Mike Patterson on behalf of the defendants, but also Randy
Simpson, who is the fund counsel, is here as well with me.

THE COURT:
Okay. Good morning. Did somebody want to address the Court on
the matter? Mr. Birmingham?

MR. BIRMINGHAM:
Sure, I will. Good morning, Your Honor. We're here for final
approval of a class action settlement, and I'd just like to take
a few moments to give the Court some background of the case and
also the settlement proceedings, so that you can be assured that
this settlement was reached after arm's-length negotiation.

As the Court is aware, this case is for vesting
of pension benefits due to two partial termination periods. One
during the period 1977 to 1980 and one through '84 to '88. One
following th decline of the pipeline and the other following the
collapse of the oil market. And this Court has ruled as a matter
of law that there was no partial termination during the second
period and the pipeline period remained open. The Court had certified
a class consisting of non-vested participants during those time
periods and anybody within their rule of parity during those

Page 2

time periods.

The class representatives consisted of three
individuals that were non-active participants in the plan and
one individual who was currently an active participant in the
plan. All the class members had the same interest, and that was
obtaining their vested benefit under the plan.

The settlement negotiations were very lengthy
and drawn out. The class members originally attempted to negotiate
a settlement where a modification to the plan would be made that
a set dollar benefit would be paid to all members. We went through
a private mediation. We went through a mediation with Judge Coughenour,
and one with -- before Judge Dwyer, and those discussions went
nowhere.

We again met with Judge Dwyer to attempt
to formulate a different method of settlement that would provide
relief to the class members. And during those discussions we agreed
on carrying back a five-year parity break within the plan, all
the way back to 1974, and that would allow people that had breaks
in the service- to bridge those gaps and maybe become vested.

We also agreed to liberalize the reciprocity
rules so that individuals that went to other states and worked
could use those hours in a more liberal manner to become vested.
It was discussed at the time that the value of those two provisions
were approximately $20,000,000 and we had that figure verified
by our actuary.

Page 3

We realized that maybe not all the class
members would fall within those two parameters, so discussion
again was made as to what would be fair to all the class representatives.
Again we tried to negotiate a set dollar amount maybe for people
that didn't make those parameters. Those settlement discussions
failed on numerous occasions.

And finally, the idea was raised that we
would give everybody a chance to restore their service. And the
restoration rule was if you had service in the pipeline years
and those were forfeited and they weren't restored due to the
five-year break in service rule or the reciprocity rule, we would
restore all service if someone came back and worked as a laborer
in either Alaska or any reciprocal plan in the country and had
250 hours by June 30th, 2001.

And Your Honor should realize that for reciprocity
typically a year of service is recognized under the rules of the
other plan, and some plans require as much as a thousand hours
of service in order for you to earn a reciprocal benefit. Under the settlement we negotiated the more liberal
250-hour rule would be recognized and, thus, give individuals
the opportunity to restore those hours.

It's impossible at the time to really quantify
the dollar amount associated with that. If everybody came back
and took advantage of this, the value of that portion of the settlement
would exceed $100,000,000. Of course, people aren't all going

Page 4

to come back, and our actuary has put a value
of that by weighing probabilities of $15,000,000

And the way that he arrived at that was he
took individuals with the greatest amount of service and indicated
that if they had a benefit in excess of a thousand dollars a month,
there would be 50-50 probability that they would find some way to get 250 hours and restore that. And
as the benefit got lower, he assigned a zero or one percent chance.
And then he, you know, added up all the probabilities and came
up with 15,000.000.

After we arrived at the settlement and it
was approved and we started drafting it, another dispute arose
as to who could take advantage of the break in service rules,
carry back and the reciprocity rules, and it is our understanding
that anybody could, that it was broader than even the two class
members periods, the '84 and '77, anybody in the trust would have
advantage of these two rules.

And the defendants wanted to limit it initially
to just the people in the first partial termination rule, because
they said, Mr. Birmingham, you don't represent these other people,
and Judge Rothstein has ruled against, you know, the second partial
termination, and we meant to only have this apply to the '74 to
'77 period.

We went back to Judge Dwyer. We negotiated
again. We couldn't reach agreement. Finally, the defendants agreed
to put in the more liberal position and basically opened up the

Page 5

reciprocity rules and the five-year carry
back to anybody who met that plan, no matter when they had their
year of service.

After the settlement was finally approved
and executed, again with a meeting with you, Your Honor, approximately
over 12,000 notices were mailed to class members.. They were mailed
by the IRS to last known tax filing address of the participant.

After the notice was mailed we got hundreds,
maybe even thousands, of phone calls on the settlement. And when
individuals called up and asked about the settlement, we explained
not only the terms of the settlement, but we also explained the
risk of the litigation.

And we went through the background of the
proceedings. we talked about how the hotel and restaurant workers
had sued in the early '80s and were reversed by tha Ninth Circuit.
We informed them about two federal pension legislations that were
going to -- had attempted to override the lawsuit.

We talked about problems with the statute
of limitations. We talked about problems with funding. And we
went through the negotiation process with these individuals. And
at the end of that, even the individuals that for one reason or
another were not electing to return to the plan, you know, I think
realized the process and thought it was fair, which may account
for the reason why there were so few substantive objections actually
filed.

We also got a number of calls from individuals.
And I'd

Page 6

just like to discuss a couple of those. Like
one individual who was --

THE COURT:
Let me interrupt you. How many objections, substantive, actual
objections were filed? You attached a lot of letters that you
responded to, and I've read most of those. Were they the objections
you're talking about?

MR BIRMINGHAM:
They were the objections. And we've had a few more that have come
in since than. And Mr. Patterson informed me that he counted all
the letters and he's gotten 40 letters in total. Some of those
letters do not amount to objections. Some of them have questions.

THE COURT:
And some of them clearly misunderstood the nature of the settlement?

MR. BIRMINGHAM:
And a lot of them clearly misunderstood, you're correct there,
Your Honor. From our point of view and informing the Court --
and a lot of them weren't -- you know, the procedure was that
they were to be filed with you, Your Honor, and then copies on
Mr. Patterson and myself.

And basically what we did was we went to
the Court file, tried to get the ones in the Court file, took
the ones that we got, asked Mr. Patterson for his, because they
all didn't go to the same place, and because of the fact that
objections and the legal nature of this with lay persons, we just
erred on the side of anything we got that we thought may be questioning
something of the settlement we forwarded to Your Honor.

Page 7

And we have gotten calls from individuals
that are currently receiving retirement benefits in Anchorage.
One individual was getting $400 a month and this settlement was
going to increase his pension to $750, and that is a real life-style
change for somebody who's already reached retirement and trying
to live on a fixed income.

We also got a call right as we were mailing
out the settlement notices from an individual in Oregon who was
basically down there at the union hall, and said, "You know,
I needed 250 hours and there was a screw up, I can't get out.
I've been trying to get this vested benefit for the last 15 years.
And my family needs it, you know. I don't know what to do. And
we put him on hold, we called up his hours, and it came to be
that under the term of the settlement he was not only vested but
he got other hours restored. And so for those types of individuals,
I mean there was really a significant benefit to them. You know,
they'll get -- he'll get more than a thousand dollars a month
for life out of this.

So the only point that I want to make is
that the settlement we believe, does confer significant benefits
to individuals; that it is structured in a way to give virtually
all the class members full relief, subject to their own individualized
situations.

A couple of the objections that have come
in have asked for compensatory damages, have said we either want
to sue the union

Page 8

or we want damages because we didn't get
our pension. But this is an ERISA cause of action, Your Honor.
It's to enforce terms of the plan under ERISA. Compensatory damages
under the Supreme Court's case in Mertons and also in Russell
are not -- are not permitted under ERISA. And as you indicated,
they simply misunderstood the settlement.

In closing, I would just ask the Court to
approve the settlement. We think it's fair and reasonable. It's
been the subject of extreme arm's-length negotiation. And I would
also like to introduce two of our class representatives, Paul
Street and Daniel Elliott, who were instrumental throughout all
the negotiations, and are here today.

THE COURT:
They really -- you know, I've only seen Street v. whatever. There
really is a Mr. Street. Did you want to add anything, Mr. Patterson?

MR. PATTERSON:
Yes, I did.

THE COURT:
I have some questions, and I'm just curious, is there anyone who
has appeared who wants to speak also? Anybody here who has objections
or anything that came to speak this morning.

MR. PATTERSON:
Okay. Thank you. Thank you, Your Honor. On behalf of the trustees
and tha plan we are here in support of this settlement. And here
present in the courtroom

Page 9

are several of the trustees, both from labor
and management, also the fund consultant is here, the fund attorney
is here, and our expert actuary, who has been very instrumental
in guiding us through this, is also here, in case you had any
questions that you would like to address to those individuals.

But I would like to give a little bit of
background on this, although brief, with regard to the philosophy
that the trustees approached this settlement with. And that was
that they obviously recognize that they had a fiduciary duty to
the existing plan participants and those vested and retired participants
who were receiving benefits or who are entitled to benefits who
had put in their 10 years of service.

But they also recognized the argument that
was made by the class that there were individuals who felt that
they were unable to preserve their pipeline years because of lack
of employment immediately following that pipeline project.

And they also wanted to maintain the integrity
of the plan by providing a meaningful pension benefit to career
laborers, as opposed to individuals who simply came to Alaska
because of the high wages that were being paid and the overtime
pay, who had no intention of ever being a career laborer.

They also had a deep desire not to materiall¥
affect the integrity of the plan document and vesting requirements
in place during the pipeline years; more specifically the requirement
for 10 years of credited service in order to vest.

Page 10

They were also addressing the issues and
concerns presented by the class and giving them an opportunity
to restore those pipeline years without materially affecting the
plan document or its terms. And they also did not want to penalize
the career laborers who had met the requirements of the plan.

And so the approach to the settlement that
we took -- and I think Mr. Birmingham. will tell you that we were
the ones that were making the proposals here -- the first approach
was the five-year parity rule. In other words, the trustees wanted
to recognize the argument once again that there was no work available
for these people immediately after the pipeline. But it was clear
that starting in 1980, '81, that there was -- the enconomy did
pick up in Alaska.

So the five-year parity rule recognized the
period of time between the time that the pipeline ended in 1977,
up until 1980, to give somebody an opportunity to come back in
1982 and preserve that benefit. So that five-year parity rule
was part of the entire concept.

The reciprocity part of this settlement was
due to a misunderstood application of the reciprocity rule. And
that application, at least under certain interpretations, was
that if somebody was able to get a reciprocity, they'd have to
work in a reciprocal plan until their normal retirement, as opposed
to simply getting a combined 10 years in. And we clarified that
by saying that anyone who did not have a break in service and
had

Page 11

the combined 10 years in, either in the Alaska
plan or in a reciprocal plan, was entitled to a reciprocal benefit
in this plan.

And the third prong of the settlement was
giving those individuals an opportunity within the context of
the plan document to obtain 10 years of credited service to preserve
the pipeline years, but at that benefit level. They still maintained
that 250 hours, which is one of the most liberal requirements
for vesting in the United States in any laborers plan, and, most
significantly, the plan year runs from July 1 through June 30th.
And at least given the climate in Alaska it is very possible to
get two years of credited service by simply working in one year,
you're working on both sides of July 1 in order to get the 250
hours in.

And also we recognized that many of these
individuals were no longer in Alaska and they may be in other
parts of the United States, and so it gave them the advantage
to cure any sort of break in service that they had by simply getting
250 hours in a reciprocal plan. Even though that reciprocal plan,
let's say, in the State of Washington or in New York may require
a thousand hours, we're only requiring 250 hours.

And more importantly -

THE COURT:
So they can do that 250 hours and cure -- did you say they would
cure the missing number of hours?

MR. PATTERSON:
Well, here's what they -- they would

Page 12

pick up, they have an opportunity to pick
up all of the credited years of service in the past. And here's
how -- here's how it would work. And when I say in the past, from
1974 forward. If they got 250 hours from July 1, 1997, to June
30th, 2001, that's the first criteria. They get 250 hours either
in this plan or a reciprocal plan, then there is no rule of parity.
In other words, they can recapture everything back to 1974 and
even prior to that, if there hasn't been a break in service.
We have one individual who had eight years prior to that time.
He was going to be able to recapture -- in fact, he has already
recaptured that time, because he's already gotten his 250 hours
in after July 1, 1997. So he's able to recapture that eight years.

But if they get the 250 hours in prior to
June 30th, 2001, they essentially have until they die in order
to get that 10 years in. And we haven't put any restrictions on
that whatsoever. Now, once again they're restoring benefits at
the benefit levels at the time that they performed the service.

Now, addressing the objections for a minute,
once again Mr. Birmingham is correct, there were 40 objections,
and only 30 of those were substantive objections, out of the 12,000
mailings that we made to those plan participants, or the class.

And there were various category of objections.
One category was that people wanted their money back. In other
words, saying that there was money contributed by the employer
and we want that back. And I think the easy response to that is
that this

Page 13

is not a defined contribution plan, but rather
a defined benefit plan.

And then there's that category of people
that say it is unfair to have them change careers at this point
in their lives, and they may be in their 50s, and take up laboring.
But that was the point that we approached it with from the defense
standpoint, or the trustee's, in other words, they were trying
to target those people that really did intend to be career laborers,
as opposed to those people that simply went up there for the short-term
wages. And if in fact they intended to be career laborers, this
gives them an opportunity to come back and capture those years
that they may have lost.

The third category are those people that
claim that they are unable to take advantage of this because they
are disabled or they've died in tha meantime.

THE COURT:
And you are now anticipating the Court's question, because that
was the group I was most concerned about. They are either disabled
or too old to work. I mean, there was one person about 73, and
even 250 hours would probably be too much. Or some of them have
died. That's that group I was concerned about.

MR. PATTERSON:
Okay. And, once again, for the career laborers, in other words,
somebody that just worked for one or two years and then we never
saw them again, there obviously was no intention for then to be
a career laborer, since they didn't

Page 14

work in a reciprocal plan or didn't at least
attempt to come back to work here.

Now, the disability -- this plan has specific
disability rules in it that comply with ERISA. And under the two
-- first two prongs of the settlement, the five-year parity rule
and the reciprocity rule, our analysis indicates that the disability
and death rules apply in the same way to those two categories
as they would to any other participant in this plan. It's when
you got to the third prong, which is the special rule, where they
come back and get 250 hours, is where it would not apply and is
not intended to apply.

And the reason it's not intended to apply
is because the whole function of this is to allow these individuals
until death to get their retirement. And if that were to apply,
then we would have every one of them vest, because at some point
in time they're going to become disabled or they are going to
die, and, therefore, they would all be entitled to benefits.

THE COURT:
Yes, but let me ask you this: And maybe you need to talk to your
actuary to find out how many people would really fit into a very
small category, I'm thinking of. Let's say we picked a number
like -- some of them had eight years, okay? Now, that's clearly
a person who I would call a career laborer.

I mean, you've cut off the people who came
up for a year or two to make some quick money because they were
really going to

Page 15

go on to school or something like that and
never work as a laborer again.

You pick a figure that's high enough up,
eight years, let's say, That's just the first that comes to mind.
Say somebody who had at least eight years in, who is presently
-- and you probably have some ages that come to your mind better.
I'm just going to pick 70. I don't know. What's a good age after
which one would not be a laborer? But I think 70 is pretty safe,
that you wouldn't be doing hard labor after that.

So let's say you put these requirements on,
that the person either be disabled in some way that you can clearly
see is disabled, had eight years in, was either disabled, dead,
or over 70. Okay. If you took that category -- you can make it
eight and a half years, you can make it nine years, I don't know,
just something that makes you confident that the person was really
a career laborer, got laid off, and now that you're offering this
250 benefit is not in a position to ever pick it up. That's what
I want to cover.

MR. PATTERSON:
I understand,

THE COURT:
And you came up with a cash figure. What are we talking about?
What difference would it make in terms of hurting the plan's interest.
I guess what I'm hoping you're going to tell me is, one, that
it's a very, very small group. Probably is. Maybe not.

I'm just concerned from the letters I read
in that small

Page 16

group who are going to get nothing, because
they can never go back and pick up the 250. Do you know what I'm
saying?

MR. PATTERSON:
I understand.

THE COURT:
I don't know whether that would be a substantial group. I don't
even know what you would feel comfortable offering them. What
it you just offered them a thousand dollars a piece, you know?
I mean, just something to show that they were considered, and
they're not being -- do you know what I'm saying? I'm not talking
about a big difference here. I'm just talking about something
that at least makes these peoples' interests considered.

Because what I'm concerned about -- and I
was going to throw this at Mr. Birmingham -- I am convinced that
this on the whole is an excellent settlement. Don't get me wrong.
I recognize the -- anybody recognizes the risks and the problems
here if somebody has lived with this case as long as I have.

On the other hand, my concern is this: That
this case is so multi-layered in terms of the interests of the
class nobody could have foreseen when the class was certified.
I mean, it looked like a good class. I'm not finding any fault
with the fact that I certified it.

But now when you start teasing it
a part the way we have, it becomes evident that there are differences
amongst the class members, only because of the period of time
that the case has been pending.

Page 17

I'm not sure these differences were there
at the time the case was originally filed, but they are there
now, because some of these people are just probably too old and
too disabled to go back to work. |

I don't know how you want to set -- I'm just
making the suggestion to you that we can cure this problem, it
seems to me, with very, very little difference to the plan. I
mean, you could even say age and disability, although I think
that would probably be kind of unfair. I mean, I think 70, 72
is enough of a disability right there for somebody going back
to hard labor.

And the other group that comes under the
same rubric here would be people who live now in a state that
is a right to work -- I didn't know -- I guess Arkansas stands
out as different, but that's where a couple of the letters came
from where there are no union jobs apparently. That's at least
what the letter said. Not so? Somebody is shaking your head in
the back. There's no such thing. Well, good. Then maybe they could
-- you could even make an exception and say if they put in 250
hours at any hard labor, whether it was reciprocity -- I'm just
asking you, Mr. Patterson, how much -- you happen to be standing.
I'm going to ask Mr. Birmingham this. I aim at anybody who's standing.

MR. PATTERSON:
And the problem with the question as to how many people would
fit within that category is we don't know.

THE COURT:
You don't know.

Page 18

MR. PATTERSON:
We don't know. Because if they're disabled, then they're off our
books. We don't know that. What we do know is that we have received
eight objections based upon the disability issue.

And what we know about those -- and I raise
this issue, because if we're going to reopen this thing up, it
would require us to send out another notice through the IRS to
all 12,000, because we don't know, you know, how many fit within
disability.

But I'd like to just take a minute and analyze
these eight individuals and see whether it really makes any difference.

THE COURT:
Before you start are those eight individuals including age as
a disability or just straight disability?

MR. PATTERSON:
This is straight disability.

THE COURT:
Okay. You'd probably have a few more in here if you're talking
age. At least one or two.

MR. BIRMINGHAM:
I know there's one.

THE COURT:
At least one or two that I remember that was saying he's just
too old, and then there one or two who were dead so --

MR. PATTERSON:
Just to address the ones on the disability for a minute, and then
maybe I could sit down and look at the age part of this.. There
was Mr. Chmielowski who raised this issue. And Mr. Chmielowski
does have 10 years 1n. Excuse me, that was the wrong Chmielowski.
This Mr. Chmielowski

Page 19

only had two years of service in, and those
were in '75 and '77. He did not return to the plan and has not
returned to the plan.

There was a Mr. Chynoweth, who once again
only had two years of service, '76, '77. He did not return to
the plan. Mr. Footer, who had three years of service, '75, '76,
77, and then he did return in 1990 for another year. So he had
four years of service. But nothing in between 1977 and 1990.

Then there was Mr. Greenan, who had one year
of service in 1976. Mr. Lefebvre-

THE COURT:
So we're talking about people that really only contributed to
the plan for a year or two years?

MR. PATTERSON:
Right. Mr. Lefevre only had three years of service during that
period of time. Mr. Miller has had six years of service. He last
worked in 1987. But major gaps in his employment. Mr. Rentmeester
had five years of service in the 1970s. His last year there was
1978. And then he worked again in 1994, and then he did not work
again. And then Mr. Voltz is the last one I have in this category.
And he had three years of service, last year of service 1977,
and has not returned since.

THE COURT:
I guess that cuts both ways. One way it cuts is to say it really
wouldn't be -- if one set the criteria high enough, it wouldn't
be a substantial impact on the plan. And the other way it cuts
is that is it worth doing a remailing and all that, because it
looks as if it's going to be such a

Page 20

very small number that would qualify under
the criteria that I think the plan would be willing to set up.

But let me ask you this: You're going to
have to mail them anyway, right? You have to do the distribution.
No?

MR. BIRMINGHAM:
(Shakes head.)

THE COURT:
How are you going to do it?

MR. BIRMINGHAM:
Well, basically what would happen, Your Honor, is that they're
getting benefits under the plan under the revised terms, so people
would make retirement plan applications or disability applications.

THE COURT:
But how are they going to know to do that?

MR. BIRMINGHAM:
Because the notice went out.

THE COURT:
Ah, I see.

MR. BIRMINGHAM:
And then --

THE COURT:
So it's going to be automatic. They don't get renotified that
the Court approved the plan and now is the time to send in the
application. They're just going to send it in. Did they receive
the application form? I'm just curious about if we can piggyback
in any way on what has to be done. But if nothing more -- nothing
more has to be done?

MR. BIRMINGHAM:
Well, Your Honor, I was assuming that we would send out summary
plan descriptions in the normal course that would notify people
of the terms of the plan and that they would file their applications
in the normal course of business, and we wouldn't be doing another
mailing.

Page 21

THE COURT:
I don't know. I don't understand. Are you going to have to do
another mailing?

MR. BIRMINGHAM:
We were not planning on doing another mailing.

THE COURT:
Well, how are you going to notify the people that the plan was
-- that the settlement was approved - I mean, did you send them
forms already that they have to send in?

MR. BIRMINGHAM:
No. We basically told them in the notice that the final approval
hearing was going to be here on June 12th, and, you know -- and
that the Court would decide the issue, and that the decision would
be of public record basically.

THE COURT:
But how do they know whether they should -- for instance, let's
say a person has to go out and get another 250 hours. How do they
know to do that?

MR. BIRMINGHAM:
Because the notice basically that wont out told them that they
needed to get 250 hours by 2001 and told them who to call for
their records, and so those people have already started that process.

THE COURT:
Oh, they have. You've gotten calls from people asking how to do
that?

MR. BIRMINGHAM:
Thousands.

THE COURT;
Thousands and thousands. So they clearly understood the instructions
in the notice and they're on their

Page 22

way.

MR. PATTERSON:
In addition to his calls, I think we have received almost a thousand
calls as well. And the way that it worked is that they were inquiring
-- these people that were calling our office were inquiring about
how many years of credit they had historically.

THE COURT:
I see. I see.

MR. PATTERSON:
And we've already met with the administrators and talked to them
about the terms of the settlement, so that they're anticipating
these calls. And we can hand it off to them and they know the
rules and are able to apply it.

MR. BIRMINGHAM:
I mean, I guess we would be more than happy and willing to --
we have an 800 number, they have an 800 number program -- now
to say that the Court has approved the settlement and also post
notices in all the union hiring halls that we sent out the letter
to the first time.

It seems like a reasonable step in case,
you know, if people have any doubts about whether the settlement
was approved or not. It seems like that that would be a prudent
step to do and an easy step to do.

THE COURT:
It just seems like there ought to be some --

MR. BIRMINGHAM:
And we'll certainly do that

THE COURT:
I guess my question is from the information

Page 23

that you have, Mr. Patterson, you were able
to pinpoint pretty specifically how many years and -

MR. PATTERSON:
The concern with that is that -- you know, one of the driving
forces behind this is that the trustees in reaching this settlement
did not in any way want to compromise on the 10-year requirement.
The 10 years is required. And it doesn't apply any differently
-- if someone were to start work today and they have a five-year
vesting plan and become disabled or die -

THE COURT:
They can't vest.

MR. PATTERSON:
-- they don't vest. And the problem is is that the application
of that rule then becomes discriminatory based upon your position
and when you worked.

THE COURT:
I can see that.

MR. PATTERSON:
Plus all the issues about, you know, was somebody disabled, are
they totally -- when did they become disabled.

THE COURT:
I can see your point on that.

MR. BIRMINGHAM:
And from the plaintiff's aide, Your Honor, we sympathize with
your point, and we're all in favor of people getting more benefits.
But I can understand the plan's point, in that they want to treat
the actives and these people in a similar manner. And when we
structured the settlement rules were put in place to kind of carry
back existing rules.

And the settlement had three prongs to it.
The one prong

Page 24

was tha five-year rule and the other was
the reciprocity rule. And it will pick up disabled people in that
category. And so they will be able to take advantage of those.
rules and maybe now apply for a disability benefit. There will
be people that don't fall within those rules, just as there are
in the current plan, that don't meet the disability requirement.

THE COURT:
Okay.

MR. PATTERSON:
I just want to make one other clarification. On the disability
retirement provision in the plan, it says that if you were totally
and permanently disabled through your 10th anniversary and you
had five years of credited service, you would be entitled to a
benefit. So, you know, it's pretty liberal in its interpretation
if somebody gets the five years 1n.

THE COURT:
So will they be picked up?

MR. PATTERSON:
These people wouldn't be picked up because they didn't become
disabled during that period of time.

THE COURT:
Ah, I see.

MR. PATTERSON:
And during the 10-year consecutive period. I mean, what these
people are saying, I think -- and it's hard to say when they became
disabled, but it looks as though they became disabled -

THE COURT:
After.

MR. PATTERSON:
Well after.

THE COURT:
Well after.

Page 25

MR. BIRMINGHAM:
But if they did meet that criteria, they could take advantage
of the plan.

THE COURT:
Well, I think you've convinced me that there would be a certain
level of discrimination involved when people who are presently
in the plan wouldn't be getting the kind of benefit that I'm talking
about, in any event.

Well, in balance, listening to the arguments
I've heard today, not that they're really arguments, but the presentations
that I've heard today, I am -- well, there 's absolutely no question
in the Court's mind that this was an arm's-length negotiation
and actually that the vast majority of the individuals who by
the plan's criteria are eligible or should be eligible will be
covered.

I think they will benefit from the settlement
substantially, and by that I mean I think it's -- the criteria
were legistimate from the plan's point of view and from the plaintiff's
point of view. The fact that the settlement is geared to career
laborers clearly fits with the intent of the plan. It was not
meant to cover people who just came up and worked for a year or
two and then left.

And I think that's a valid thing and, frankly,
I think you've come up with some very creative ways of placing
sufficient limits so that the plan fiduciaries are still adhering
to their mission and yet accomplishing what the plaintiffs sought
to accomplish, which was making sure that

Page 26

people didn't get disadvantaged because of
an economic downturn that would deprive them of the benefits that
they were entitled to, or should have bean entitled to.

So I think on balance it's a good settlement.
I also must say that I am taking into account the risks of litigation.
I think there's some very definite risks that nobody would get
anything here.

And there's also the risk of delay, which
would only throw more people into the category that I'm concerned
about, because at the rate this case progresses, if this Court
made rulings and it was appealed -- I mean, we can go all the
way up, ao far as we know, and there would be people that would
never see a dime until long after they could use it and enjoy
it.

So all in all I will approve the settlement.
I was concerned about matters, and I appreciate counsel being
very articulate in either anticipating my concerns or putting
them to rest. And I must say I compliment -- I know that this
was only arrived at due to the hard work that counsel put into
it. I know you've had a number of settlement mediators, but it's
very clear that the complexities of this were such that really
only those people really intimately involved could have come up
with the compromises and understood where they could be made and
still have the fiduciaries satisfied and where tha plaintiffs
could pick up what they needed to keep their plan happy, and I'm
probably one of the few people who can appreciate all the work

Page 27

that went into this, and I do. I want you
to know that I do.

What I would appreciate is your telling me
-- presenting to Ms. Tyree the documents. Do I have the originals,
or do you still have the originals?

MR. BIRMINGHAM:
Of the order, Your Honor?

THE COURT:
Yes.

MR. BIRMINGHAM:
I believe you have the original. Do you have a copy of it, Mike?

MR. PATTERSON:
Yes.

MR. BIRMINGHAM:
Because it was on your letterhead. I did make three copies myself
in case nobody -

THE COURT:
The original will be whatever the one is I sign, right?

MR. BIRMINGHAM:
Exactly

THE COURT:
If you can tag -- is there more than one place I need to sign?

MR. BIRMINGHAM:
No, Your Honor. Actually this --

THE COURT:
Okay. I would appreciate your taking those additional steps to
make sure that --

MR. BIRMINGHAM:
Right. So we'll program our 1-800 numbers and we'll send a notice
to all the union halls.. And Mike will -- you guys will do the
union hall thing. Okay.

THE COURT:
But you have these 800 numbers, so when people call they can be
told that it's approved and now is the time -- because there's
a trigger time here, isn't there, during

Page 28

which they should start working if they have
to pick up those

MR. PATTERSON:
Correct.

THE COURT:
They could have started already, right?

MR. BIRMINGHAM:
Right, because the date carried back to July 1st, 1997. So some
of the people have actually called up and said they already have
their 250 hours 1n. So they're already there. The other people,
we said, you know, if they have to re-up at the union hall, have
paid their fees and are on the list and are trying to get out,
we've had people call the various locals. As you know, Seattle
right now is a booming construction town and people have told
me that there isn't any problem getting out of the Seattle locals.
And one individual said that he was on the C list and could get
calls off of that list.

THE COURT:
Well, I thought there was one person -- and I appreciated the
way it was done -- that was elderly, but that there were are sedentary
jobs that were available, and had beeb referred to the possibility
of doing something either in the union hall or --

MR. BIRMINGHAM:
Right. I had one disabled person who called me also from Florida,
and I said, "Could you do anything?. And they said, "Well,
my doctor said I could be a flag person." And so he was going
to check with --

THE COURT:
That may have been the person that I was thinking of. You wrote
a letter to somebody that you were

Page 29

saying there were other -- there might be
other jobs available. Well, okay, I've signed the order. And,
again, my compliments to all who have put in the time and effort
to do this.

Is there anything else I need to do at this
time? Have I made sufficient findings on the record?

MR. PATTERSON:
Yes, Your Honor.

THE COURT:
Okay.

MR. PATTERSON:
Thank you very much for your time

MR. BIRMINGHAM:
We will file affidavits saying that we have programmed and mailed,
and we'll do it -- we have another -- we're going to be -- we
have some briefs that are due on attorneys' fees and class compensation,
and we'll file that at the same time. So when I file my --

THE COURT:
Is there going to be any disagreement on attorneys' fees??

MR. PATTERSON:
Yes. In fact, this order indicates that we are submitting that
to you for your consideration in accordance with a previous briefing
schedule.

THE COURT:
Okay.

MR. BIRMINGHAM:
And so when I file my opening brief, I will file a certificate
that --